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<SEC-DOCUMENT>0000910680-04-000789.txt : 20040729
<SEC-HEADER>0000910680-04-000789.hdr.sgml : 20040729
<ACCEPTANCE-DATETIME>20040729165819
ACCESSION NUMBER:		0000910680-04-000789
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20040729

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Greenstein Alan I
		CENTRAL INDEX KEY:			0001291532

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		BUSINESS PHONE:		954-888-1727

	MAIL ADDRESS:	
		STREET 1:		3738 GULFSTREAM WAY
		CITY:			DAVIE
		STATE:			FL
		ZIP:			33028

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DRYCLEAN USA INC
		CENTRAL INDEX KEY:			0000065312
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE & TELEGRAPH APPARATUS [3661]
		IRS NUMBER:				112014231
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-30014
		FILM NUMBER:		04939663

	BUSINESS ADDRESS:	
		STREET 1:		290 NE 68 STREET
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33138
		BUSINESS PHONE:		3057544551

	MAIL ADDRESS:	
		STREET 1:		290 NE 68 STREET
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33138

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	METRO TEL CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>sch13d-greenstein07222004.txt
<DESCRIPTION>ALAN I. GREENSTEIN - JULY 22, 2004
<TEXT>
                                                   -----------------------------
                                                             OMB APPROVAL
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                               DRYCLEAN USA, Inc.
                      -------------------------------------
                                (Name of Issuer)

                          Common Stock, par value $0.25
                     --------------------------------------
                         (Title of Class of Securities)

                                   262432-10-7
                                   -----------
                                 (CUSIP Number)

                                Lloyd Frank, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                  212-704-6000
           -----------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                  July 22, 2004
                     ---------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

<PAGE>

CUSIP No.  262432-10-7                  13D                    Page 2 of 8 Pages
- --------------------------------------------------------------------------------

1.      Names of Reporting Persons.
        I.R.S. Identification Nos. of above persons (entities only).

        Alan I. Greenstein
- --------------------------------------------------------------------------------
2.      Check the Appropriate Box if a Member of a Group (See Instructions)

        (a)    [X]

        (b)    [ ]
- --------------------------------------------------------------------------------
3.      SEC Use Only

- --------------------------------------------------------------------------------
4.      Source of Funds:        PF

- --------------------------------------------------------------------------------
5.      Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
        2(d) or 2(e) [   ]

- --------------------------------------------------------------------------------
6.      Citizenship or Place of Organization             United States

- --------------------------------------------------------------------------------
Number of         7.      Sole Voting Power             18,200
Shares Bene-              ------------------------------------------------------
ficially Owned    8.      Shared Voting Power        4,520,954(1)
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power     1,518,200
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power           0

- --------------------------------------------------------------------------------
11.     Aggregate Amount Beneficially Owned by Each Reporting Person

        4,539,154
- --------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [X]

- --------------------------------------------------------------------------------
13.     Percent of Class Represented by Amount in Row (11)

        64.7%
- --------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

        IN
- --------------------------------------------------------------------------------

- ----------
(1) Includes 1,500,000 of the shares owned by the Reporting Person and 3,020,954
of the shares owned by others that are subject to a Stockholders Agreement with
the Reporting Person concerning, among other things, voting for the election of
directors, as a result of which the Reporting Person may be deemed to be the
beneficial owner of such shares with shared voting power.

<PAGE>

CUSIP No.  262432-10-7                  13D                    Page 3 of 8 Pages
- --------------------------------------------------------------------------------

ITEM 1  SECURITY AND ISSUER

        This statement relates to the Common Stock, $.025 par value (the "Common
Stock"),  of DRYCLEAN USA, Inc.  (the "Issuer" or the  "Company").  The Issuer's
executive offices are located at 290 N.E. 68 Street, Miami, Florida 33138.

ITEM 2  IDENTITY AND BACKGROUND

        (a)    This  statement is filed by Alan I.  Greenstein  (the  "Reporting
               Person").

        (b)    The address of the  principal  business  office of the  Reporting
               Person is c/o Steiner-Atlantic  Corp., 290 N.E. 68 Street, Miami,
               Florida 33138.

        (c)    The Reporting Person is Executive Vice President, Chief Operating
               Officer and a director of the Issuer, 290 N.E. 68 Street,  Miami,
               Florida 33138, a supplier of dry cleaning  equipment,  industrial
               laundry equipment and steam boilers.

        (d)    During the last five  years,  the  Reporting  Person has not been
               convicted in a criminal proceeding  (excluding traffic violations
               or similar misdemeanors).

        (e)    During the last five years,  the Reporting  Person has not been a
               party to a civil proceeding of a judicial or administrative  body
               of  competent  jurisdiction  as a result of which such  person or
               entity  was or is subject to a  judgment,  decree or final  order
               enjoining  future  violations  of, or  prohibiting  or  mandating
               activities  subject  to,  Federal  or  State  securities  laws or
               findings of any violation with respect to such laws.

        (f)    The Reporting Person is a citizen of the United States.

ITEM 3  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

        The shares of the  Issuer's  Common  Stock  purchased  by the  Reporting
Person  prior to the  date of this  Statement  were  acquired  for an  aggregate
purchase price of  $2,211,753,  consisting of $736,753 in cash from the personal
funds of the Reporting  Person and promissory  notes in the aggregate  principal
amount of  $1,475,000.  Included in such shares is 750,000  shares  purchased on
July 22,  2004 from each of  Michael  S.  Steiner,  President,  Chief  Executive
Officer and a director of the Issuer,  and William K.  Steiner,  Chairman of the
Board of  Directors  and a  director  of the  Company  for  $1.45  per  share or
$1,087,500 ($2,175,000 in the aggregate),  of which $350,000 was paid to each in
cash,  with  the  balance  being  evidenced  by  promissory  notes,  each in the
principal amount of $737,500.  Each promissory note is payable on July 22, 2005,
bears  interest  at the rate of 2.5%  per  annum  and is  secured,  pursuant  to
Security  Agreements  dated July 22, 2004,  by the Common Stock  acquired by the
Reporting Person from the person to whom the promissory note was issued.

<PAGE>

CUSIP No.  262432-10-7                  13D                    Page 4 of 8 Pages
- --------------------------------------------------------------------------------

ITEM 4  PURPOSE OF TRANSACTION

        The purpose of the Reporting  Person's  acquisition  of shares of Common
Stock of the Issuer is for investment. As a result of the Stockholders Agreement
described  in Item 6 of this  Schedule,  the  Reporting  Person may be deemed to
share control of the Issuer with Michael S. Steiner and William Steiner.  Except
as described in Item 6 of this Schedule,  the Reporting Person does not have any
present  plans or  proposals  (although  the  right  to  develop  such  plans or
proposals is reserved) that relate to or would result in: (a) the disposition of
securities of the Issuer,  (b) any change in the dividend  policy of the Issuer,
(c) any other  material  change in the  Issuer's  current  business or corporate
structure,  (d) any  change in the  Issuer's  charter,  by-laws  or  instruments
corresponding  thereto or other  actions  which may impede  the  acquisition  of
control of the Issuer by any person,  (e) a class of securities of the Issuer to
be delisted from a national  securities exchange or cease being authorized to be
quoted in an inter-dealer  quotation system of a registered  national securities
association,  (f) a class of equity  securities of the Issuer becoming  eligible
for termination of registration  pursuant to Section  12(g)(4) of the Securities
Exchange Act of 1934 or (g) any action similar to any of those enumerated above.

ITEM 5  INTEREST IN SECURITIES OF THE ISSUER

The following information is as at July 22, 2004:

(a) (i) Amount Beneficially Owned: 4,539,154.  Includes (a) 1,518,200 (21.6%) of
the Issuer's  outstanding  shares of Common Stock owned by the Reporting  Person
and, (b) 1,510,577  (21.5%) of the Issuer's  outstanding  shares of Common Stock
owned by each of Michael S. Steiner and William K.  Steiner.  As a result of the
Stockholders  Agreement  described  in Item 6 of this  Schedule,  the  Reporting
Person,  Michael S.  Steiner and William K.  Steiner are deemed to be a "group,"
within the meaning of Rule 13d-5 under the Securities  Exchange Act of 1934 (the
"Exchange Act"),  and,  therefore,  the Reporting Person may be deemed to be the
beneficial  owner,  within the meaning of Rule 13d-3 of the Exchange Act, of all
of the 4,520,954 Shares subject to the Stockholders  Agreement,  which represent
64.5% of the Issuer's  7,014,450  shares of Common Stock  outstanding as of June
30, 2004, as well as 18,200  shares owned by the  Reporting  Person that are not
subject to the Stockholders Agreement.

        (ii) Percent of Class:  64.7% based on 7,014,450  shares of the Issuer's
Common Stock outstanding on June 30, 2004.

(b)     Number of shares to which such person has:

        (i)    sole power to vote or to direct the vote - 18,200

        (ii)   shared power to vote or to direct the vote - 4,520,954

        (iii)  sole power to dispose or to direct the disposition of - 1,518,200

        (iv)   shared power to dispose or to direct the disposition of - 0

<PAGE>

CUSIP No.  262432-10-7                  13D                    Page 5 of 8 Pages
- --------------------------------------------------------------------------------

(c)     The following is a schedule of the transactions by the Reporting Person
in the Issuer's Common Stock during the 60 days immediately preceding the filing
of this Amendment:

<TABLE>
<CAPTION>

        Date of                    Number of Shares
        -------                    ----------------
      Transaction            Acquired         Disposed of         Price     Nature of Transaction
      -----------            --------         -----------         -----     ---------------------
<S>     <C>                      <C>            <C>               <C>       <C>
        07/22/04                 0              750,000           $1.45     Private Purchase From
                                                                            Michael S. Steiner

        07/22/04                 0              750,000           $1.45     Private Purchase From
                                                                            William K. Steiner
</TABLE>

(d)     No person other than the Reporting  Person is known to have the right to
receive,  or the power to direct the receipt of, dividends from, or the proceeds
from the sale of, the securities of the Issuer owned by the Reporting Person.

(e)     Not applicable.

ITEM 6  CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER

        On July 22, 2004, the Reporting Person  purchased  750,000 shares of the
Issuer's Common Stock from each of Michael S. Steiner and William K. Steiner for
a purchase price of $1,087,500 payable to each Seller, consisting of $350,000 in
cash and a $737,500  Promissory  Note  payable on July 22,  2005  secured by the
shares sold.

        Contemporaneously  therewith,  the Reporting Person,  Michael S. Steiner
and William K. Steiner entered into a Stockholders  Agreement  pursuant to which
Michael S. Steiner and William K. Steiner (together with any transferees to whom
either of them transfers  Shares,  as defined below, to the extent of the Shares
so  transferred,  collectively,  the  "Steiner  Family  Stockholders")  and  the
Reporting Person (together with any transferee to whom he transfers  Shares,  to
the  extent  of  the  Shares  so  transferred,   collectively,  the  "Greenstein
Stockholders")  have agreed,  except to the extent otherwise agreed from time to
time by each  of:  (a) the  holders  of a  majority  of the  Shares  held by the
Greenstein  Stockholders and (b) the holders of a majority of the Shares held by
the Steiner Family Stockholders, to vote the 1,510,477,  1,510,477 and 1,500,000
shares of the  Issuer's  Common  Stock  currently  own of record by  Michael  S.
Steiner, William K. Steiner and the Reporting Person, respectively (collectively
the  "Shares")  to elect as  directors  of the Issuer (x) one designee as may be
selected  by the  holders of a majority  of the  Shares  held by the  Greenstein
Stockholders and (y) such other designees as may be selected by the holders of a
majority  of the Shares  held by the  Steiner  Family  Stockholders.  Should any
designee  of the  Greenstein  Stockholders  or the Steiner  Family  Stockholders
resign,  determine not to seek  re-election  to the Issuer's  Board of Directors
(the "Board"),  be removed from office,  die, become  incapacitated or otherwise
cease to serve on the Board,  and should  such  designee  not be replaced by the
Board with the a designee  recommended to the Board by the stockholder group who
designated the director being replaced, or should such designee's term of office
expire, the parties to the Stockholders  Agreement agree to take all such action
as may be permitted under the Issuer's Certificate of Incorporation

<PAGE>

CUSIP No.  262432-10-7                  13D                    Page 6 of 8 Pages
- --------------------------------------------------------------------------------

or By-laws and laws of its state of  incorporation to promptly call a special or
other  meeting of  stockholders  of the  Issuer  and vote,  or execute a written
consent,  to elect as the successor to such former director a person  designated
by the holders of a majority of the Shares held by the  stockholder  group whose
designee is to be replaced.  The  Stockholders  Agreement is to terminate on the
earliest  to occur of (i) the date  agreed to in writing by the owners of record
of a  majority  of the  Shares  and (ii) the  liquidation  of the  Issuer or the
Issuer's merger with, or sale of substantially  all of its assets to, or another
change in control  transaction  with,  another  entity  that is  approved by the
Board, following which transaction or series of transactions the stockholders of
the Issuer  immediately  prior to the first of such transactions do not own more
than  50%  of the  outstanding  voting  power  of the  resulting  entity  at the
effective date of the last of such transactions.

ITEM 7  MATERIAL TO BE FILED AS EXHIBITS

Exhibit No.     Description
- -----------     -----------

     1(a)       Investment  Letter,  dated  July 22,  2004,  from the  Reporting
                Person to Michael S. Steiner

     1(b)       Promissory  Note, dated July 22, 2004, from the Reporting Person
                in favor of Michael S. Steiner.

     1(c)       Security  Agreement,  dated July 22,  2004,  from the  Reporting
                Person in favor of Michael S. Steiner.

     2(a)       Investment  Letter,  dated  July 22,  2004,  from the  Reporting
                Person to William K. Steiner

     2(b)       Promissory  Note, dated July 22, 2004, from the Reporting Person
                in favor of William K. Steiner.

     2(c)       Security  Agreement,  dated July 22,  2004,  from the  Reporting
                Person in favor of William K. Steiner.

     3.         Stockholders  Agreement  dated as of July 22,  2004 by and among
                the Reporting Person,  Michael S. Steiner and William K. Steiner
                (1)

- ----------
(1)  Incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on
     Form 8-K dated (date of earliest event reported) July 22, 2004.

<PAGE>

CUSIP No.  262432-10-7                  13D                    Page 7 of 8 Pages
- --------------------------------------------------------------------------------

                                    SIGNATURE

        After  reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

Dated:  July 26, 2004


                                             /s/ Alan I. Greenstein
                                        ----------------------------------------
                                                 Alan I. Greenstein










<PAGE>

CUSIP No.  262432-10-7                  13D                    Page 8 of 8 Pages
- --------------------------------------------------------------------------------

Exhibit No.     Description
- -----------     -----------

     1(a)       Investment  Letter,  dated  July 22,  2004,  from the  Reporting
                Person to Michael S. Steiner

     1(b)       Promissory  Note, dated July 22, 2004, from the Reporting Person
                in favor of Michael S. Steiner.

     1(c)       Security  Agreement,  dated July 22,  2004,  from the  Reporting
                Person in favor of Michael S. Steiner.

     2(a)       Investment  Letter,  dated  July 22,  2004,  from the  Reporting
                Person to William K. Steiner

     2(b)       Promissory  Note, dated July 22, 2004, from the Reporting Person
                in favor of William K. Steiner.

     2(c)       Security  Agreement,  dated July 22,  2004,  from the  Reporting
                Person in favor of William K. Steiner.

     3.         Stockholders  Agreement  dated as of July 22,  2004 by and among
                the Reporting Person,  Michael S. Steiner and William K. Steiner
                (1)

- ----------
(1)  Incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on
     Form 8-K dated (date of earliest event reported) July 22, 2004.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exhibit-1a.txt
<DESCRIPTION>EXHIBIT 1(A)
<TEXT>
                                                                    EXHIBIT 1(a)

                                INVESTMENT LETTER

                                                                   July 22, 2004

DRYCLEAN USA, Inc.                        Mr. Michael S. Steiner
290 N.E. 68th Street                      290 N.E. 68th Street
Miami, Florida 33138                      Miami, Florida 33138



         The  undersigned  hereby  agrees to purchase  750,000  shares of Common
Stock,  $.025 par value per share (the  "Shares"),  of DRYCLEAN  USA,  Inc. (the
"Company")  from  Michael S. Steiner (the  "Seller")  for a purchase  price of $
1,087,500.00.  Of the purchase price,  the undersigned is paying to the Seller $
350,000.00 by certified  check  contemporaneously  herewith and is delivering to
the Seller a Promissory Note in the principal amount of $ 737,500.00  payable on
the first anniversary of the date hereof.  The Promissory Note is secured by the
Shares  pursuant  to a Security  Agreement  dated the date  hereof  between  the
undersigned and the Seller.

         As an  inducement  to the Seller to transfer the Shares and the Company
to effectuate the transfer,  the undersigned  hereby  acknowledges,  represents,
warrants and agrees as follows:

         (a) None of the Shares is currently being registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws. The undersigned understands that the purchase and sale of the
Shares hereunder is intended to be exempt from registration under the Securities
Act by virtue of Section 4(1) of the Securities Act based, in part, upon the
representations, warranties and agreements contained in this Investment Letter;

         (b) The undersigned has been Executive Vice President and Chief
Operating Officer of the Company since May 17, 2004.

         (c) The undersigned has reviewed all of the Company's filings with the
Securities and Exchange Commission as it deemed necessary including, without
limitation, the Company's Annual Report on Form 10-K for the year ended June 30,
2003, Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, all
Current Reports on Form 8-K filed by the Company since July 1, 2003 and Proxy
Statement used in connection with the Company's 2003 Annual Meeting of
Stockholders. The undersigned has analyzed the risks attendant to an investment
in the Shares and has made its decision to invest in the Shares based on its own
analysis of the Company's business, financial condition, results of operations
and prospects without representation or warranty with respect thereto from
either Mr. Steiner or the Company. The undersigned understands that its
investment in the Shares involves a high degree of risk.

         (d) The undersigned has such knowledge and experience in financial, tax
and business matters so as to enable it to utilize the information made
available to it in connection with its purchase of the Shares to evaluate the
merits and risks of an investment in the Shares and to make an informed
investment decision with respect thereto;

         (e) The undersigned is an "accredited investor", as that term is
defined in Rule 501(a) of Regulation D of the Securities Act (such definition is
provided on Exhibit A annexed hereto).


<PAGE>

         (f) The undersigned is acquiring the Shares solely for the
undersigned's own account for investment and not with a view to resale or
distribution of any of the Shares;

         (g) The undersigned may be required to bear the economic risk of the
investment indefinitely because none of the Shares may be sold, hypothecated or
otherwise disposed of unless subsequently registered under the Securities Act
and applicable state securities laws or an exemption from registration is
available. The Company is not obligated to register the shares under the
Securities Act or any state securities law. Any resale of the Shares can be made
only pursuant to (i) a Registration Statement under the Securities Act which is
effective and current at the time of sale or (ii) a specific exemption from the
registration requirements of the Securities Act. In claiming any such exemption,
the undersigned will, prior to any offer or sale or distribution of any Shares
advise the Company and, if requested, provide the Company with a favorable
written opinion of counsel, in form and substance satisfactory to counsel to the
Company, as to the applicability of such exemption to the proposed sale or
distribution;

         (h) The undersigned also understands that the exemption afforded by
Rule 144 promulgated by the Securities and Exchange Commission under the
Securities Act ("Rule 144") will not become available for at least one year from
the date of payment for the Shares and any sales in reliance on Rule 144, if
then available, can be made only in accordance with the terms and conditions of
that rule, including, among other things, a requirement that the Company then be
subject to, and current, in its periodic filing requirements under the
Securities Exchange Act of 1934 (the "Exchange Act") and, among other things, a
limitation on the amount of Shares that may be sold in specified time periods
and the manner in which the sale can be made; that, while the Company's Common
Stock is registered under the Exchange Act and the Company is presently subject
to the periodic reporting requirements of the Exchange Act, there can be no
assurance that the Company will remain subject to such reporting obligations or
current in its filing obligations; and that, in case Rule 144 is not applicable
to a disposition of the Shares, compliance with the registration provisions of
the Securities Act or some other exemption from such registration provisions
will be required; and

         (i) Legends shall be placed on the certificates evidencing the Shares
to the effect that such shares of Common Stock have not been registered under
the Securities Act or applicable state securities laws and appropriate notations
thereof will be made in the Company's stock books. Stop transfer instructions
will be placed with the transfer agent of the securities constituting the Stock.

                                             Very truly yours,


                                             -----------------------
                                             Alan I. Greenstein

                                             Social Security No: ###-##-####
                                             Address:    3738 Gulfstream Way
                                                         Davie, Florida 33026



                                      -2-
<PAGE>


                                    EXHIBIT A
                                    ---------

         The term "accredited investor" refers to any person or entity who comes
within any of the following categories:

         1. Any bank as defined in Section 3(a)(2) of the Act or any savings and
loan  association or other  institution as defined in Section  3(a)(5)(A) of the
Act whether acting in its individual or fiduciary capacity; any broker or dealer
registered  pursuant to Section 15 of the  Securities  Exchange Act of 1934; any
insurance company as defined in Section 2(13) of the Act; any investment company
registered  under the Investment  Company Act of 1940 or a business  development
company as defined in Section  2(a)(48) of the  Investment  Company Act of 1940;
any Small  Business  Investment  Company  licensed  by the U.S.  Small  Business
Administration  under Section 301(c) or (d) of the Small Business Investment Act
of  1958;  any  plan  established  and  maintained  by a  state,  its  political
subdivisions,  or any  agency  or  instrumentality  of a state or its  political
subdivisions, for the benefit of its employees, if such plan has total assets in
excess of $5,000,000; any employee benefit plan within the meaning of Title I of
the  Employment  Retirement  Income  Security  Act  of  1974  ("ERISA"),  if the
investment decision is made by a plan fiduciary,  as defined in Section 3(21) of
ERISA, which is either a bank, a saving and loan association,  insurance company
or  registered  investment  advisor,  or if the employee  benefit plan has total
assets in excess of $5,000,000,  or, if a  self-directed  plan,  with investment
decisions made solely by persons that are accredited investors;

         2. Any  private  business  development  company  as  defined in Section
202(a)(22) of the Investment Advisors Act of 1940;

         3. Any  organization  described  in Section  501(c)(3)  of the Internal
Revenue  Code,   corporation,   Massachusetts  or  similar  business  trust,  or
partnership,  not formed for the specific  purpose of acquiring  the  securities
offered, with total assets in excess of $5,000,000;

         4. Any director or executive officer of the Company;

         5. Any natural person whose  individual  net worth,  or joint net worth
with that person's spouse, at the time of his purchase, exceeds $1,000,000;

         6. Any  natural  person  who had an  individual  income  in  excess  of
$200,000 in each of the two most recent years or joint income with that person's
spouse  in  excess  of  $300,000  in each of those  years  and has a  reasonable
expectation of reaching the same income level in the current year;

         7. Any trust,  with total assets in excess of $5,000,000 not formed for
the specific  purpose of acquiring the  securities  offered,  whose  purchase is
directed by a sophisticated person as described in Rule 506 of Regulation D; or

         8.  Any  entity  in  which  all of the  equity  owners  are  accredited
investors.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>exhibit-1b.txt
<DESCRIPTION>EXHIBIT 1(B)
<TEXT>
                                                                    EXHIBIT 1(b)


                                 PROMISSORY NOTE

$  737,500.00                                                     Miami, Florida
                                                                   July 22, 2004

         FOR VALUE RECEIVED, the undersigned,  Alan I. Greenstein (the "Maker"),
hereby  promises to pay to the order of Michael S. Steiner (the  "Holder"),  the
principal  sum of Seven  Hundred  Thirty-Seven  Thousand  Five Hundred and 00/xx
Dollars ($  737,500.00) on the first  anniversary  of the date hereof,  together
with  and  interest  on the  unpaid  balance  of  the  principal  amount  hereof
outstanding  from  time to time at  maturity  (whether  at stated  maturity,  by
acceleration or otherwise) at the rate of 2.5% per annum (based on a year of 365
or 366 days,  as the case may be). If all or a portion of the  principal  amount
hereof shall not be paid when due (whether at stated  maturity,  by acceleration
or otherwise),  such overdue  principal amount shall bear interest from the date
of non-payment until paid in full at a rate equal to 6.00% per annum.

         Payment of both principal and interest are to be made at the offices of
Steiner-Atlantic  Corp., 290 N.E. 68th Street, Miami, Florida 33138-5567 or such
other place as the Holder shall have  designated by written notice to the Holder
pursuant to the notice  provision herein in lawful money of the United States of
America by certified or bank cashier's check.

         If any payment of  principal  or interest on this Note shall become due
on a Saturday,  Sunday or public holiday under the laws of the State of Florida,
such  payment  shall  be made  on the  next  succeeding  business  day and  such
extension  of time shall,  in such case,  be included in  computing  interest in
connection with such payment.

         The Maker shall have the right,  at his option,  to prepay this Note in
whole at any time or in part (but,  if in part,  only in integral  multiples  of
$25,000) from time to time,  without  premium or penalty.  Appropriate  notation
evidencing  each partial  payment on account of the  principal  thereof shall be
endorsed on this Note upon prepayment;  provided,  however,  that the failure to
make any such  endorsement  shall not affect the  obligations  of the  Borrower.
Final payment of this Note shall be made only against surrender of this Note.

         This Note is entitled to the  benefits  and  security  provided by that
certain  Security  Agreement  of even date  herewith  between  the Maker and the
Holder (the "Security Agreement').

         Each of the following  events shall  constitute an Event of Default for
purposes of this Note:

               (a) Default  shall occur in the payment of principal or
               interest  of this Note when the same shall have  become
               due and payable;

               (b)  The  Maker  shall  institute  a  proceeding  to be
               adjudicated  a  bankrupt  or  insolvent  or  admits  in
               writing his  inability  to pay his debts as they mature
               or makes an assignment for the benefit of creditors, or
               applies for or consents to the appointment of a trustee
               or  receiver  for  himself or for the major part of his
               property;

               (c) A trustee or receiver is appointed for the Maker or
               for the major part of his properties; or


<PAGE>

               (d)   Bankruptcy,   reorganization,    arrangement   or
               insolvency proceedings, or other proceedings for relief
               of debtors,  are  instituted  against the Maker and are
               not stayed or dismissed  within  ninety (90) days after
               such institution.

         Upon the  occurrence  of any Event of Default under clauses (b), (c) or
(d), the entire unpaid principal of this Note, together with any unpaid interest
accrued  thereon,  shall become  immediately  due and payable  without notice or
demand.  Upon the occurrence and at any time thereafter  during the continuation
of any other Event of Default,  the Holder may, at Holder's  option,  by written
notice to the Maker,  declare the unpaid  principal of this Note,  together with
any unpaid  interest  accrued  thereon,  to be immediately  due and payable.  In
either  case,  the Holder also may  proceed to protect and enforce the  Holder's
rights by suit in  equity  and/or  by  action  at law,  or by other  appropriate
proceedings,  whether for specific  performance (to the extent permitted by law)
or  otherwise,  or proceed to enforce the payment of this Note or to enforce any
other legal or equitable  right of the Holder  (including,  without  limitation,
under the  Security  Agreement)  and,  in such  event,  the Maker  agrees to pay
reasonable  attorneys'  fees and costs  incurred by the Holder in the collection
hereof.

         All notices and other communications  required or permitted to be given
pursuant to this Note shall be in writing and shall be considered given if given
in the  manner,  and be  deemed  given at  times,  as  follows:  (a) on the date
delivered,  if  personally  delivered;  (b) on the next business day after being
sent by recognized overnight mail service specifying next business day delivery;
or (c) five (5)  business  days  after  mailing,  if  mailed  by  United  States
certified  or  registered  mail,  return  receipt  requested,  in each case with
delivery charges pre-paid and addressed to the following addresses:

                  (a)      If to the Maker:

                           Alan I. Greenstein
                           3738 Gulfstream Way
                           Davie, Florida 33036

                  (b)      If to the Holder:

                           Michael S. Steiner
                           c/o Steiner-Atlantic Corp.
                           290 N.E. 68th Street
                           Miami, Florida 33138-5567

         The  above-named  persons may designate by notice to each other any new
address  for the  purpose of this Note.  Notice of a change of address  shall be
effective  only when notice  thereof is given and effective in  accordance  with
this paragraph.

         The Maker waives  presentment,  demand,  protest and notice of dishonor
and of any renewal or extension of this Note.

         This Note shall be construed and  interpreted  in  accordance  with the
laws of the State of Florida  (without regard to any conflicts of laws provision
that would defer to the substantive laws of another jurisdiction).


                                  2
<PAGE>

         The Maker  hereby  consents  and agrees that the  Circuit  Court of the
State of Florida for the County of  Miami-Dade  and the United  States  District
Court for the Southern District of Florida each shall have personal jurisdiction
and proper  venue with  respect to any dispute  between the Holder and the Maker
under this Note and the Security  Agreement,  without,  however,  depriving  the
Holder of the right, in the Holder's  discretion,  to commence or participate in
any action, suit or proceeding in any other court having proper jurisdiction and
venue  over the  Maker  relating  to this  Note and the  Security  Agreement  or
otherwise.  In any dispute with the Holder, the Maker will not raise, and hereby
expressly waives, any objection or defense to any such jurisdiction and venue as
an  inconvenient  forum.  Maker  further  agrees  that any action or  proceeding
brought by Maker  against the Holder under this Note or the  Security  Agreement
shall be  brought  only in the  Circuit  Court of the State of  Florida  for the
County of  Miami-Dade  or the  United  States  District  Court for the  Southern
District of Florida.  The Maker hereby waives  personal  service of any summons,
complaint or other process, which may be delivered by any of the means permitted
for notices under this Note.

         No amendment,  modification or waiver of any provision of this Note nor
consent to any departure by the Maker therefrom shall be effective, irrespective
of any course of dealing,  unless the same shall be in writing and signed by the
Holder,  and then such waiver or consent shall be effective only in the specific
instance  and for the  specific  purpose  for which  given.  This Note cannot be
changed or  terminated  orally or by estoppel  or waiver or by any alleged  oral
modification regardless of any claimed partial performance referable thereto.

In any action,  suit or  proceeding  in any  jurisdiction  brought by the Holder
against the Maker,  or vice  versa,  with  respect to this Note or the  Security
Agreement, the Maker and the Holder each waives trial by jury.

         IN WITNESS  WHEREOF,  the Maker has executed this Note the day and year
first above written.



                                            -------------------------------
                                                    Alan I. Greenstein










                                  3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>exhibit-1c.txt
<DESCRIPTION>EXHIBIT 1(C)
<TEXT>
                                                                    EXHIBIT 1(c)


                               SECURITY AGREEMENT

                                                                   July 22, 2004

     In  consideration  of a loan  in the  principal  amount  of  Seven  Hundred
Thirty-Seven  Thousand Five Hundred and 00/xx dollars ($ 737,500.00)  being made
on the date of this  Agreement by Michael S. Steiner  (together with his estate,
heirs,  personal  representatives  and successors,  "Secured Party"),  currently
residing at the address set forth opposite Secured Party's name on the signature
page hereof,  to Alan I.  Greenstein,  an individual  currently  residing at the
address set forth  opposite the  Borrower's  name on the  signature  page hereof
(together  with his estate,  heirs,  personal  representatives  and  successors,
"Borrower"),  to enable the Borrower to purchase an aggregate of 750,000  shares
of Common  Stock,  par value $.025 per share (the  "Shares"),  of DRYCLEAN  USA,
Inc.,  a Delaware  corporation,  from Secured  Party,  evidenced by that certain
Promissory  Note dated as of the date of this Agreement from Borrower to Secured
Party (the  "Note"),  Borrower  hereby  agrees that Secured Party shall have the
rights, remedies and benefits as follows:

     1.  Grant of  Security  Interest.  As  collateral  security  for the prompt
payment,  performance  and observance of the Promissory  Note,  Borrower  hereby
absolutely, unconditionally and irrevocably pledges to Secured Party, and grants
and transfers to Secured Party a lien upon and a security interest in Borrower's
entire right, title and interest in and to, the following: (a) the Shares, which
are being  delivered  by Borrower to Secured  Party  contemporaneously  with the
delivery of this Agreement (and initially evidenced by certificates  numbered as
referenced on Schedule A attached  hereto);  and (b) subject to Section 3 below,
any and all additional or other shares,  securities or other investment property
or financial assets or other consideration  received or receivable in connection
with or in respect of any of the Shares,  whether or not constituting or arising
out of any and all dividends and  distributions  with respect  thereto  (whether
cash,  stock  or  otherwise,  and  whether  ordinary,  special,  liquidating  or
otherwise),   stock   splits,   stock   dividends,    spin-offs,    conversions,
reclassifications,  reorganizations,  mergers,  consolidations,  combinations or
otherwise, and including (without limitation) any and all options,  warrants and
other rights to acquire securities in respect thereof, any and all substitutions
therefor and additions thereto,  and the certificates  evidencing the foregoing;
whether   constituting  an  account,   chattel  paper,   document,   instrument,
certificated or uncertificated  security,  other investment property,  financial
asset, general intangible,  money or otherwise,  and whether held directly, as a
securities entitlement or otherwise, and in each case together with all products
and  proceeds  thereof  (all of the  foregoing,  collectively  being  called the
"Collateral").

     2. Delivery of  Collateral.  Borrower shall deliver to Secured Party (or to
such  nominee,  custodian or escrow agent as Secured  Party may specify) any and
all stock  certificates  and other  instruments  evidencing  or  respecting  the
Collateral,  which shall be delivered with this Agreement if currently  existing
or shall be delivered promptly as hereafter received, acquired or created, to be
held in accordance with Agreement.  Stock  certificates  shall be delivered with
corresponding  stock  powers,  duly endorsed in blank with  medallion  signature
guarantees if requested by Secured Party.  Each  certificate  shall be delivered
free and clear of all liens,


<PAGE>

encumbrances  and charges,  except as reflected on the  restrictive  legends set
forth on the stock certificates  related to, and existing upon, the certificates
set forth as Schedule A or otherwise established by Secured Party, and otherwise
must be in form suitable for transfer.  If any of the Collateral has been issued
in  uncertificated  form,  then Borrower shall execute and deliver such notices,
transfer instructions and other documents respecting any Collateral (and Secured
Party's  rights,  powers,  privileges,  remedies  and  interests  in  and to the
Collateral)  as  Secured  Party  from time to time may  request  to effect  such
transfer.  In Secured Party's discretion the foregoing may include,  among other
things,  an  account  control   agreement  in  form  and  substance   reasonably
satisfactory to Secured Party and granting Secured Party exclusive  control over
each applicable  securities  account (and all investment  property and financial
assets therein).  Secured Party is hereby authorized,  at its option and without
obligation  to do so, to  transfer to or register in its name or the name of its
nominee(s),  including any "securities intermediary",  as defined in the Uniform
Commercial  Code  as in  effect  from  time  to time  in the  State  of  Florida
("FLAUCC"),  and any nominee(s) of any of the foregoing,  all or any part of the
Collateral, without notice to Borrower. In the event Secured Party determines to
so transfer or register all or any part of the  Collateral,  Secured Party shall
provide to Borrower copies of all notices and other  communications  received by
Secured Party with respect to the Collateral promptly following receipt thereof.

     3.  Rights to  Collateral.  (a) So long as no Event of  Default  shall have
occurred and be continuing (or would occur by virtue thereof) under the Note (an
"Event of Default"),  Borrower shall be entitled to: (i) subject to the terms of
that  certain  Stockholders  Agreement  dated as of the date  hereof  among  the
Borrower,   the  Secured  Party  and  William  K.  Steiner  (the  "Stockholders'
Agreement")  exercise  any and all  voting  and  consensual  rights  and  powers
relating or  pertaining to the  Collateral;  and (ii) receive and retain any and
all regular cash dividends  made or payable on or in respect of the  Collateral.
Any such  distributions  received  by the  Borrower  shall be held in trust  for
Secured  Party and shall be delivered to Secured Party within five calendar days
of the Borrower's  receipt  thereof absent the occurrence and  continuance of an
Event of Default and subject to the following sentence. Notwithstanding anything
to the contrary in the  foregoing,  any and all special or  liquidating or other
dividends,  and other  distributions of securities or other assets or properties
made on or in respect of or received in exchange  for  Collateral  (whether as a
result of a  distribution,  redemption,  conversion,  exchange,  stock dividend,
spin-off, subdivision, combination, reclassification,  recapitalization, merger,
consolidation,  dissolution  or  otherwise)  shall  be and  become  part  of the
Collateral,  and,  if  received  by  Borrower,  shall be held in trust for,  and
delivered immediately to, Secured Party (accompanied by appropriate stock powers
or other appropriate assignment documentation) to be held as Collateral pursuant
hereto.

            (b) So long as no  Event  of  Default  shall  have  occurred  and be
continuing,  Secured  Party  shall,  promptly  following  receipt of any request
therefor  from  Borrower,  execute  and  deliver  (or cause to be  executed  and
delivered) to Borrower all such proxies,  powers of attorney,  dividend  orders,
conversion  elections and other  instruments as Borrower  reasonably may request
for the  purpose of  enabling  Borrower  to  exercise  the  voting,  consensual,
conversion and other rights and powers entitled to be exercised by Borrower with
respect to the Collateral.



                                       -2-
<PAGE>

            (c) If any Event of Default shall have  occurred and be  continuing,
without limiting the other rights of Secured Party  hereunder,  Secured Party or
its nominee may, upon notice to Borrower, exercise any or all voting, consensual
and other rights (including,  without limitation,  the right to exercise any and
all rights of conversion, exchange, subscription or any other rights, privileges
or options)  pertaining  to any and all of the  Collateral,  and (whether or not
Secured Party also is electing to exercise any such rights  itself) may prohibit
Borrower from  exercising the same, and shall have the right,  without notice to
Borrower,  to receive and retain as  Collateral  and any and all  dividends  and
interest payments  (including  regular cash dividends and interest payments) and
distributions  made or payable on or in respect of the  Collateral as if Secured
Party were the absolute owner thereof.

     4.  Representations  and Warranties.  Borrower represents and warrants that
the following are true and correct on the date of this Agreement and that at all
times while amounts under the Note are  outstanding  the following  will be true
and  correct:  (a) all  Collateral  (i) is and  will be owned  beneficially  and
(except as  provided in Section 2) of record  solely by  Borrower  with good and
marketable  title thereto,  (ii) is and will be owned by Borrower free and clear
of any and all liens, charges, security interests or encumbrances (collectively,
a "Lien") other than the Lien granted  hereunder,  and (iii) is and will be free
from any  restriction  with  respect  to (A) its pledge to  Secured  Party,  (B)
subject to compliance with applicable  securities laws, its  transferability  by
Borrower (or by Secured  Party as pledgee) and (C) subject to the  Stockholders'
Agreement,  the right of Borrower (or Secured Party,  as and if permitted  under
this  Agreement) to exercise any and all rights which such  Collateral  may have
from time to time with respect to voting, consents, dividends and conversion and
any right to receive  interest and principal  payments;  and (b) the Shares have
been duly and validly assigned and transferred as Collateral to Secured Party.

     5. Covenants. Borrower covenants and agrees that Borrower will not directly
or indirectly (other than pursuant to this Agreement):  (a) make, create, incur,
assume or permit to exist any Lien of any nature  in, to or against  any part of
the Collateral; (b) assign, pledge or in any way transfer or encumber Borrower's
right to receive any income or other  distribution  or proceeds from any part of
the  Collateral;  (c) other  than the  Stockholders'  Agreement,  enter into any
shareholders'  agreement,  voting trust or similar agreement or arrangement,  or
any amendment thereto or waiver thereof,  or any other restriction or limitation
in any way respecting  assignability,  transferability or any voting,  dividend,
distribution  or other  ownership  right with  respect to any of the  Collateral
unless Secured Party is a signing party thereto;  or (d) offer or agree to do or
cause or assist the inception or continuation of any of the foregoing.

     6. Further Assurances;  Power of Attorney. On the request of Secured Party,
Borrower  shall  execute and deliver or cause to be executed  and  delivered  to
Secured Party such documents and instruments respecting the Collateral as may be
necessary  or  desirable  for Secured  Party to  evidence,  confirm,  perfect or
protect its  interests in the  Collateral  and to enforce its rights  hereunder.
Secured  Party is authorized  to file without  Borrower's  signature one or more
financing, modification and continuation statements regarding the Collateral, to
sign any such  statement  on behalf of  Borrower  if  Secured  Party  deems such
signature   necessary  or  desirable  under   applicable  law,  and  to  file  a
photographic  or  other   reproduction  of  this  Agreement  or  any  financing,
modification  or  continuation   statement  as  a  financing,   modification



                                      -3-
<PAGE>

or continuation  statement in Secured Party's  discretion.  Secured Party has no
liability for any failure to file or mistake in filing of any such document.  If
Borrower  fails  to  satisfy  or  perform  any of  its  obligations  under  this
Agreement, Secured Party in its discretion may effect such performance. Borrower
hereby  irrevocably  appoints  Secured  Party,  which  shall  have full power of
substitution,  as  Borrower's  attorney-in-fact  and proxy,  with full power and
authority  in the place and stead of  Borrower  and in the name of  Borrower  or
otherwise, from time to time in Secured Party's discretion, after the occurrence
of an Event of  Default,  to take  any  action  and to  execute  any  instrument
(including,  without limitation, any stock power or other appropriate instrument
of transfer)  that Secured  Party may deem  necessary or advisable to accomplish
the foregoing and the purposes of this Agreement,  which  appointment is coupled
with an interest and shall survive, to the maximum extent then permitted by law,
Borrower's  death,  incapacity or bankruptcy.  Borrower  covenants and agrees to
defend  Secured  Party's  right,  title,  special  property  and first  priority
security  interest in and to the Collateral  against the claims of any person or
entity  by  timely  and  diligently  contesting  such  claims  in good  faith by
appropriate legal proceedings.

     7. Reasonable  Care,  Etc.  Secured Party shall be deemed to have exercised
reasonable care in the custody and  preservation of Collateral in its possession
if the  Collateral  is  accorded  treatment  substantially  equal to that  which
Secured Party accords its own property.  Secured Party has no responsibility for
(i) ascertaining or taking action with respect to calls,  exercises of rights or
options,  conversions,   exchanges,   redemptions,   payments  on  maturity  (by
acceleration or otherwise)  tenders or other matters relative to any Collateral,
whether or not Secured Party has or is deemed to have  knowledge of such matters
or an interest in such  matters,  (ii)  taking any  necessary  steps to preserve
rights against any parties with respect to any Collateral or (iii) other than as
provided in Section 2,  notifying  Borrower as to any matter  pertaining  to the
Collateral or pertaining to any issuer of any securities included as Collateral.

     8. Remedies  Upon  Default.  (a) If any Event of Default shall occur and be
continuing,  Secured Party shall have all of the rights and remedies provided to
a secured party by the FLAUCC and other  applicable  laws as in effect from time
to time.  Borrower  agrees  that (1) to the  maximum  extent  permitted  by law,
Secured  Party may apply and  retain the  Collateral  (to the extent of its fair
market value (which, if there is no trading market for the Collateral,  shall be
determined in good faith by Secured  Party,  taking into account the most recent
appraisal  of the value of a share of  DRYCLEAN  USA,  Inc.  Common  Stock  that
DRYCLEAN USA, Inc. or Secured Party may have obtained) at the time Secured Party
declares  the  Note to be,  or the  Note  otherwise  becomes,  due and  payable)
(whether at maturity,  by  acceleration or otherwise) and apply such fair market
value  against  amounts due under the Note and (2) Secured  Party may  otherwise
pursue  such  remedies  as are  available  to Secured  Party at law or in equity
including,  without limitation,  under the FLAUCC, without either election being
of remedies  (should it be determined that Secured Party's choice is improper it
may pursue another  remedy.  No notice to Borrower of any action  proposed to be
taken or taken need be given  unless  required by law and not  waivable.  In the
event that notice is necessary, written notice mailed to Borrower at the address
given on the first page hereof (or such other  address as  requested by Borrower
pursuant to notice given under Section 12 and received by Secured Party prior to
its giving such notice to Borrower) at least ten business days prior to the date
of public sale of  Collateral or prior to the date after which a private sale or
any other  disposition of Collateral  will be made shall  constitute



                                      -4-
<PAGE>

reasonable  notice,  but notice given in any other  reasonable  manner or at any
other reasonable time shall be sufficient.  Secured Party may apply the proceeds
of any such sale or  disposition  of  Collateral  (or other  monies  received in
respect of Collateral) to the  satisfaction of its reasonable  attorneys'  fees,
legal expenses and other  reasonable  costs and expenses  incurred in connection
with its retaking,  holding, preparing for sale, and selling of Collateral prior
to applying  same to the payment of amounts under the Note (which may be in such
order as Secured Party may elect). Without precluding any other methods of sale,
the sale of the  Collateral  shall have been made in a  commercially  reasonable
manner if  conducted  in  conformity  with  reasonable  commercial  practices of
disposing of similar collateral, but in any event Secured Party may sell, at its
option,  on such terms as it may choose  without  assuming  any credit  risk and
without any  obligation to advertise.  Secured Party shall not be liable for any
insufficiency  of the proceeds of any sale of any Collateral to satisfy  amounts
under  the  Note in  full,  and  Borrower  shall  remain  liable  for  any  such
deficiency.

            (b)  Secured  Party  shall  have the  right  to sell the  Collateral
hereunder by any commercially reasonable method. Without limiting the generality
of the foregoing,  Borrower  specifically  agrees that the methods  described in
this Section are commercially reasonable methods for the sale of securities held
as Collateral. Borrower recognizes that Secured Party may not be able to, or may
determine  not  to,  effect  an  immediate  public  sale  of any or all of  such
securities  and may elect to sell the  securities  over a period of time  and/or
resort to one or more private sales thereof,  which may result in prices, and be
on other terms,  less  favorable to Borrower than if such sale were  immediately
made in a public sale. If, at the time of sale,  Secured Party  determines  that
there may be a question  as to whether  the  securities  may be sold in a public
market,  Secured Party,  in its sole  discretion at the time of any such sale or
proposed  sale, may restrict the  prospective  bidders or purchasers as to their
number,  nature  and  investment  intention  (including,   among  other  things,
requiring  that  the  persons  making,  or  proposing  to make,  such  purchases
represent  and  agree,  to the  satisfaction  of  Secured  Party,  that they are
"accredited  investors"  under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act") and applicable Securities and Exchange Commission rules and/or
satisfy such additional or other criteria as Secured Party may require, and that
they are purchasing the securities for their own account, for investment and not
with a view toward the distribution or resale of any thereof in violation of the
Securities  Act).  Secured Party may also sell such securities from time to time
in limited quantities over a period of time. Any sale may be made in one lot, as
an entirety or in separate parcels, even if such sale is made at a discount from
the  then  current  market  price  of  the  securities  and  regardless  of  the
availability of paragraph (k) of Rule 144  promulgated  under the Act or another
exemption  from  the  registration  provisions  of  the  Securities  Act  or the
availability  of an  effective  and  current  registration  statement  under the
Securities  Act covering  such actual or proposed  sale.  Secured Party may also
restrict  potential  purchasers  in order not to  jeopardize  its election to be
taxed under the provisions of Subchapter S of the Internal Revenue Code of 1986,
as amended,  and require any purchaser to execute a counterpart or Secured Party
may  purchase  the  Collateral  under any  shareholder's  similar  agreement  or
arrangement  to which  Secured Party and Borrower may then be a party and retain
and apply the proceeds  thereof against amounts due under the Note. Any sale may
be consummated notwithstanding that, after entering into such agreement of sale,
the obligation under the Note may have been fully paid and satisfied.



                                      -5-
<PAGE>

            (c) Secured Party may arrange for the sale of the Collateral, or any
part thereof  (determined in its  discretion),  in one or more public or private
sales, for cash, upon credit or for future delivery, at such price or prices, at
such  time or times  and by  delivering  such  certificates  (without  regard to
Borrower's holding period under the Securities Act or for tax or other purposes,
or as to any actual or relative tax or other basis therein,  or the tax or other
consequences  thereof) as Secured Party shall determine in its sole  discretion.
Secured  Party shall incur no liability in case any proposed sale fails to occur
(due to the failure of such  purchaser  to pay for the  Collateral  so sold,  or
otherwise)  and, in case of any such failure,  Borrower shall not be relieved of
any  obligations  under the Note or hereunder and such  Collateral  may again be
sold under and pursuant to the provisions of this Agreement.

            (d) To the maximum extent permitted by applicable law, Secured Party
may (i) be the purchaser of any or all of the  Collateral so sold, or (ii) apply
and retain the  Collateral  as a partial or full  offset,  at their fair  market
value (as determined  under Section 8(a)) against amounts due under the Note and
the purchase price thereof may be applied as a credit against  amounts due under
the Note, and, in either case, thereafter hold the same,  absolutely,  free from
any right or claim of whatsoever kind.

            (e) Secured  Party shall not be obligated to make or direct any sale
of Collateral  regardless of notice of sale having been given. Secured Party may
postpone,  adjourn or direct the  adjournment of any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale
may,  without further  notice,  be made at the time and place to which it was so
adjourned.  Notwithstanding  anything to the contrary in this  Section,  Secured
Party shall have no duty or obligation to exercise any of the aforesaid  rights,
privileges or options,  and shall not be responsible for any failure to do so or
delay in so doing.

     9. Certain  Acknowledgments and Waivers.  Borrower  acknowledges and agrees
that the  rights,  powers,  privileges,  remedies  and  interests  granted to or
conferred upon Secured Party by this Agreement,  the Note and applicable law are
purely  discretionary  and shall not, and shall not be deemed or  construed  to,
impose  upon  Secured  Party  any duty or  other  obligation  (unless  otherwise
expressly so provided in this  Agreement or the Note) to (a) sell,  foreclose or
otherwise  realize upon any Collateral,  (b) protect or preserve any Collateral,
(c) perform or satisfy any obligation  under or respecting any Collateral or any
person or entity,  (d) mitigate or otherwise reduce any damage or other loss, or
(e) otherwise exercise or enforce any such right,  power,  privilege,  remedy or
interest. Any sale, foreclosure or other realization upon any Collateral, or any
other  exercise or enforcement of any such right,  power,  privilege,  remedy or
interest,  if  undertaken by Secured  Party in its  discretion,  may be delayed,
discontinued  or otherwise  not pursued or exhausted  for any reason  whatsoever
(whether  intentionally  or otherwise).  Without  limiting the generality of the
foregoing,  to the extent waiver is not limited under  applicable law,  Borrower
hereby  expressly  waives  each and every  claim or  defense,  and  agrees  that
Borrower will not assert or pursue (by action, suit,  counterclaim or otherwise)
any claim or defense,  respecting  (i) any  settlement  or  compromise  with any
obligor or other third party under any  account  receivable,  note,  instrument,
agreement,   document  or  general   intangible   included  in  the  Collateral,
irrespective  of any reduction in the  potential  proceeds  therefrom,  (ii) the
selection or order of disposition  of any Collateral  (which may be at random or
in any order  Secured  Party may  select in its sole and  absolute  discretion),
(iii) the  private  sale of any  Collateral,  whether or



                                      -6-
<PAGE>

not any public market exists,  (iv) the  application and retention of Collateral
as a partial or full  offset,  at their fair market value (as  determined  under
Section  8(a)) against  amounts due under the Note,  (v) the choice or timing of
any sale date as to any  Collateral  (which Secured Party may select in its sole
and absolute discretion), irrespective of whether greater sale proceeds would be
realizable on a different sale date,  (vi) the adequacy of the sale price of any
Collateral,  (vii) any  insufficiency  of any such proceeds to fully satisfy the
Borrower's  obligations under the Note, (viii) any sale of any Collateral to the
first  person  to  receive  an offer or make a bid,  (ix) the  selection  of any
purchaser  of any  Collateral,  or (ix)  any  default  by any  purchaser  of any
Collateral.  To the maximum extent permitted by applicable law,  Borrower hereby
expressly  waives the  applicability  of any and all applicable laws that are or
may be in conflict with the terms and  provisions of this Agreement and the Note
now or at any time in the  future  to the  extent  waiver is not  limited  under
applicable law, including (without limitation) those pertaining to notice (other
than notices required by this Agreement or the Note, appraisal, valuation, stay,
extension, moratorium, marshaling of assets, exemption and equity of redemption;
provided,  however,  that the preceding provision is not intended to confer upon
Secured Party any right,  power,  privilege,  remedy or interest not permissible
under  applicable law  notwithstanding  the foregoing  waivers.  Neither Secured
Party nor any of its  representatives  shall incur any  liability in  connection
with any sale of or other action taken  respecting  any Collateral in accordance
with the provisions of this Agreement, the Note or applicable law.

     10. Release of Collateral.  Promptly following the written request therefor
from Borrower following payment in full to Secured Party of the entire principal
amount, all accrued but unpaid interest and all other amounts  outstanding under
the Note and this  Agreement,  and Secured Party shall release from the security
interest granted  hereunder and shall return to Borrower or other party entitled
thereto  pursuant to any agreement to which  Borrower and Secured Party may be a
party (and shall  execute and deliver to  Borrower,  at  Borrower's  expense and
without recourse to Secured Party,  the  documentation  reasonably  requested by
Borrower to effect such release) all of the Collateral held hereunder by Secured
Party on the date of such request.

     11. Expenses.  Following an Event of Default,  Borrower will pay to Secured
Party,  on demand,  all  reasonable  costs and  expenses  (including  reasonable
attorneys' fees and expenses incurred by Secured Party) related or incidental to
the care,  holding,  retaking,  preparing for sale,  selling or collection of or
realization  upon  any  of the  Collateral  or  relating  or  incidental  to the
establishment  or  preserving  or  enforcement  of the rights of  Secured  Party
hereunder or in respect of any of the Collateral.

     12. Notices. All notices and other communications  required or permitted to
be given pursuant to this Agreement  shall be in writing and shall be considered
given if given in the manner,  and be deemed given at times, as follows:  (a) on
the date delivered, if personally delivered;  (b) on the next business day after
being sent by recognized  overnight  mail service  specifying  next business day
delivery;  or (c) five (5)  business  days  after  mailing,  if mailed by United
States certified or registered mail, return receipt requested, in each case with
delivery charges pre-paid and addressed to the following addresses:





                                      -7-
<PAGE>



                (a)        If to Borrower:

                           Alan I. Greenstein
                           3738 Gulfstream Way
                           Davie, Florida 33026

                (b)        If to Secured Party:

                           Michael S. Steiner
                           290 N.E. 68th Street
                           Miami, Florida 33138

     The  above-named  persons  may  designate  by notice to each  other any new
address  for the  purpose  of this  Security  Agreement.  Notice  of a change of
address  shall be effective  only when notice  thereof is given and effective in
accordance with this paragraph.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with  the  laws of the  State  of  Florida  (without  regard  to any
conflicts of laws provision that would defer to the substantive  laws of another
jurisdiction).

     14. Consent to  Jurisdiction;  Venue.  Borrower  hereby consents and agrees
that the Circuit Court of the State of Florida for the County of Miami-Dade  and
the United States District Court for the Southern District of Florida each shall
have personal  jurisdiction and proper venue with respect to any dispute between
the Lender  and  Borrower  under  this  Security  Agreement,  without,  however,
depriving the Lender of the right,  in the Lender's  discretion,  to commence or
participate  in any action,  suit or proceeding in any other court having proper
jurisdiction  and venue over  Borrower  relating to this  Security  Agreement or
otherwise.  In any dispute with the Lender,  Borrower will not raise, and hereby
expressly waives, any objection or defense to any such jurisdiction and venue as
an  inconvenient  forum.  Borrower  further agrees that any action or proceeding
brought by Borrower  against the Lender under this Security  Agreement  shall be
brought  only in the  Circuit  Court of the State of  Florida  for the County of
Miami-Dade  or the United  States  District  Court for the Southern  District of
Florida.

     15.  Amendments,  Etc.  No  amendment  or waiver of any  provision  of this
Agreement,  nor  consent  to any  departure  herefrom,  shall  in any  event  be
effective  unless  the same  shall be in  writing  and signed by the party to be
charged (in the case of an amendment,  by both parties), and then such waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given.

     16.  Severability.  The  provisions  of this  Agreement  are intended to be
severable.  If for any reason any  provisions  of this  Agreement  shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction,  be ineffective to the extent of such invalidity
or   unenforceability   without  in  any  manner   affecting   the  validity  or
enforceability  thereof in any other  jurisdiction  or the remaining  provisions
hereof in any jurisdiction.



                                      -8-
<PAGE>

     17. Successors and Assigns. This Agreement shall be binding on Borrower and
Borrower's estate,  heirs, legal  representatives,  successors and any permitted
assigns  and shall inure to the  benefit of Secured  Party and  Secured  Party's
estate,  heirs,  legal  representatives,  successors  and  assigns,  except that
Borrower may not delegate any obligations  hereunder.  This Agreement may not be
assigned  by the  Borrower.  Secured  Party may assign this  Agreement  (and may
assign and/or deliver to any such assignee any of the Collateral)  and/or any of
its rights and powers  hereunder,  with all or any of the Note and, in the event
of such  assignment,  the assignee shall have the same rights and remedies as if
originally  named herein or therein in the place of Secured  Party,  and Secured
Party shall be thereafter fully discharged from all responsibility  with respect
to such agreements and any such Collateral assigned and/or delivered.

     18.  Section  Headings.  The  section  and other  headings  herein  are for
convenience   of  reference   only,   and  shall  not  affect  in  any  way  the
interpretation of any of the provisions hereof.  References in this Agreement to
sections or schedules are to those of this Agreement, unless otherwise stated.

     19. Jury Trial Waiver.  Borrower waives any right Borrower may have to jury
trial.

BORROWER:                                        Residence Address of Borrower:

                                                       3738 Gulfstream Way
                                                 -------------------------------

- ---------------------------------                      Davie, Florida 33026
Alan I. Greenstein                               -------------------------------


AGREED AND ACCEPTED:

SECURED PARTY

                                              Business Address of Secured Party

                                                    290 N. E. 68th Street
                                           -------------------------------------

- ---------------------------------                    Miami, Florida 33138
Michael S. Steiner                         -------------------------------------



                                      -9-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>exhibit-2a.txt
<DESCRIPTION>EXHIBIT 2(A)
<TEXT>
                                                                    EXHIBIT 2(a)


                                INVESTMENT LETTER

                                                                  July 22, 2004

DRYCLEAN USA, Inc.                     Mr. William K. Steiner
290 N.E. 68th Street                   290 N.E. 68th Street
Miami, Florida 33138                   Miami, Florida 33138



         The  undersigned  hereby  agrees to purchase  750,000  shares of Common
Stock,  $.025 par value per share (the  "Shares"),  of DRYCLEAN  USA,  Inc. (the
"Company")  from  William K. Steiner (the  "Seller")  for a purchase  price of $
1,087,500.00.  Of the purchase price,  the undersigned is paying to the Seller $
350,000.00 by certified  check  contemporaneously  herewith and is delivering to
the Seller a Promissory Note in the principal amount of $ 737,500.00  payable on
the first anniversary of the date hereof.  The Promissory Note is secured by the
Shares  pursuant  to a Security  Agreement  dated the date  hereof  between  the
undersigned and the Seller.

         As an  inducement  to the Seller to transfer the Shares and the Company
to effectuate the transfer,  the undersigned  hereby  acknowledges,  represents,
warrants and agrees as follows:

         (a) None of the Shares is currently being registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws. The undersigned understands that the purchase and sale of the
Shares hereunder is intended to be exempt from registration under the Securities
Act by virtue of Section 4(1) of the Securities Act based, in part, upon the
representations, warranties and agreements contained in this Investment Letter;

         (b) The undersigned has been Executive Vice President and Chief
Operating Officer of the Company since May 17, 2004.

         (c) The undersigned has reviewed all of the Company's filings with the
Securities and Exchange Commission as it deemed necessary including, without
limitation, the Company's Annual Report on Form 10-K for the year ended June 30,
2003, Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, all
Current Reports on Form 8-K filed by the Company since July 1, 2003 and Proxy
Statement used in connection with the Company's 2003 Annual Meeting of
Stockholders. The undersigned has analyzed the risks attendant to an investment
in the Shares and has made its decision to invest in the Shares based on its own
analysis of the Company's business, financial condition, results of operations
and prospects without representation or warranty with respect thereto from
either Mr. Steiner or the Company. The undersigned understands that its
investment in the Shares involves a high degree of risk.

         (d) The undersigned has such knowledge and experience in financial, tax
and business matters so as to enable it to utilize the information made
available to it in connection with its purchase of the Shares to evaluate the
merits and risks of an investment in the Shares and to make an informed
investment decision with respect thereto;

         (e) The undersigned is an "accredited investor", as that term is
defined in Rule 501(a) of Regulation D of the Securities Act (such definition is
provided on Exhibit A annexed hereto).

         (f) The undersigned is acquiring the Shares solely for the
undersigned's own account for investment and not with a view to resale or
distribution of any of the Shares;

         (g) The undersigned may be required to bear the economic risk of the
investment indefinitely because none of the Shares may be sold, hypothecated or
otherwise disposed of unless subsequently registered under the Securities Act
and applicable state securities laws or an exemption from registration is
available. The Company is not obligated to register the shares under the
Securities Act or any state securities law. Any resale of the Shares can be made
only pursuant to (i) a Registration Statement under the Securities Act which is
effective and current at the time of sale or (ii) a specific exemption from the
registration requirements of the Securities Act. In claiming any such exemption,
the undersigned will, prior to any offer or sale or distribution of any Shares
advise the Company and, if requested, provide the Company with a favorable
written opinion of counsel, in form and substance satisfactory to counsel to the
Company, as to the applicability of such exemption to the proposed sale or
distribution;

         (h) The undersigned also understands that the exemption afforded by
Rule 144 promulgated by the Securities and Exchange Commission under the
Securities Act ("Rule 144") will not become available for at least one year from
the date of payment for the Shares and any sales in reliance on Rule 144, if
then available, can be made only in accordance with the terms and conditions of
that rule, including, among other things, a requirement that the Company then be
subject to, and current, in its periodic filing requirements under the
Securities Exchange Act of 1934 (the "Exchange Act") and, among other things, a
limitation on the amount of Shares that may be sold in specified time periods
and the manner in which the sale can be made; that, while the Company's Common
Stock is registered under the Exchange Act and the Company is presently subject
to the periodic reporting requirements of the Exchange Act, there can be no
assurance that the Company will remain subject to such reporting obligations or
current in its filing obligations; and that, in case Rule 144 is not applicable
to a disposition of the Shares, compliance with the registration provisions of
the Securities Act or some other exemption from such registration provisions
will be required; and

         (i) Legends shall be placed on the certificates evidencing the Shares
to the effect that such shares of Common Stock have not been registered under
the Securities Act or applicable state securities laws and appropriate notations
thereof will be made in the Company's stock books. Stop transfer instructions
will be placed with the transfer agent of the securities constituting the Stock.

                                          Very truly yours,


                                          -----------------------
                                          Alan I. Greenstein

                                          Social Security No: ###-##-####
                                          Address:   3738 Gulfstream Way
                                                     Davie, Florida 33026


                                      -2-
<PAGE>



                                    EXHIBIT A
                                    ---------

         The term "accredited investor" refers to any person or entity who comes
within any of the following categories:

         1. Any bank as defined in Section 3(a)(2) of the Act or any savings and
loan  association or other  institution as defined in Section  3(a)(5)(A) of the
Act whether acting in its individual or fiduciary capacity; any broker or dealer
registered  pursuant to Section 15 of the  Securities  Exchange Act of 1934; any
insurance company as defined in Section 2(13) of the Act; any investment company
registered  under the Investment  Company Act of 1940 or a business  development
company as defined in Section  2(a)(48) of the  Investment  Company Act of 1940;
any Small  Business  Investment  Company  licensed  by the U.S.  Small  Business
Administration  under Section 301(c) or (d) of the Small Business Investment Act
of  1958;  any  plan  established  and  maintained  by a  state,  its  political
subdivisions,  or any  agency  or  instrumentality  of a state or its  political
subdivisions, for the benefit of its employees, if such plan has total assets in
excess of $5,000,000; any employee benefit plan within the meaning of Title I of
the  Employment  Retirement  Income  Security  Act  of  1974  ("ERISA"),  if the
investment decision is made by a plan fiduciary,  as defined in Section 3(21) of
ERISA, which is either a bank, a saving and loan association,  insurance company
or  registered  investment  advisor,  or if the employee  benefit plan has total
assets in excess of $5,000,000,  or, if a  self-directed  plan,  with investment
decisions made solely by persons that are accredited investors;

         2. Any  private  business  development  company  as  defined in Section
202(a)(22) of the Investment Advisors Act of 1940;

         3. Any  organization  described  in Section  501(c)(3)  of the Internal
Revenue  Code,   corporation,   Massachusetts  or  similar  business  trust,  or
partnership,  not formed for the specific  purpose of acquiring  the  securities
offered, with total assets in excess of $5,000,000;

         4. Any director or executive officer of the Company;

         5. Any natural person whose  individual  net worth,  or joint net worth
with that person's spouse, at the time of his purchase, exceeds $1,000,000;

         6. Any  natural  person  who had an  individual  income  in  excess  of
$200,000 in each of the two most recent years or joint income with that person's
spouse  in  excess  of  $300,000  in each of those  years  and has a  reasonable
expectation of reaching the same income level in the current year;

         7. Any trust,  with total assets in excess of $5,000,000 not formed for
the specific  purpose of acquiring the  securities  offered,  whose  purchase is
directed by a sophisticated person as described in Rule 506 of Regulation D; or

         8.  Any  entity  in  which  all of the  equity  owners  are  accredited
investors.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>exhibit-2b.txt
<DESCRIPTION>EXHIBIT 2(B)
<TEXT>
                                                                    EXHIBIT 2(b)


                                 PROMISSORY NOTE

$  737,500.00                                                     Miami, Florida
                                                                   July 22, 2004

         FOR VALUE RECEIVED, the undersigned,  Alan I. Greenstein (the "Maker"),
hereby  promises to pay to the order of William K. Steiner (the  "Holder"),  the
principal  sum of Seven  Hundred  Thirty-Seven  Thousand  Five Hundred and 00/xx
Dollars ($  737,500.00) on the first  anniversary  of the date hereof,  together
with  and  interest  on the  unpaid  balance  of  the  principal  amount  hereof
outstanding  from  time to time at  maturity  (whether  at stated  maturity,  by
acceleration or otherwise) at the rate of 2.5% per annum (based on a year of 365
or 366 days,  as the case may be). If all or a portion of the  principal  amount
hereof shall not be paid when due (whether at stated  maturity,  by acceleration
or otherwise),  such overdue  principal amount shall bear interest from the date
of non-payment until paid in full at a rate equal to 6.00% per annum.

         Payment of both principal and interest are to be made at the offices of
Steiner-Atlantic  Corp., 290 N.E. 68th Street, Miami, Florida 33138-5567 or such
other place as the Holder shall have  designated by written notice to the Holder
pursuant to the notice  provision herein in lawful money of the United States of
America by certified or bank cashier's check.

         If any payment of  principal  or interest on this Note shall become due
on a Saturday,  Sunday or public holiday under the laws of the State of Florida,
such  payment  shall  be made  on the  next  succeeding  business  day and  such
extension  of time shall,  in such case,  be included in  computing  interest in
connection with such payment.

         The Maker shall have the right,  at his option,  to prepay this Note in
whole at any time or in part (but,  if in part,  only in integral  multiples  of
$25,000) from time to time,  without  premium or penalty.  Appropriate  notation
evidencing  each partial  payment on account of the  principal  thereof shall be
endorsed on this Note upon prepayment;  provided,  however,  that the failure to
make any such  endorsement  shall not affect the  obligations  of the  Borrower.
Final payment of this Note shall be made only against surrender of this Note.

         This Note is entitled to the  benefits  and  security  provided by that
certain  Security  Agreement  of even date  herewith  between  the Maker and the
Holder (the "Security Agreement').

         Each of the following  events shall  constitute an Event of Default for
purposes of this Note:

                  (a) Default  shall occur in the payment of principal
                  or  interest  of this Note when the same  shall have
                  become due and payable;

                  (b) The Maker  shall  institute a  proceeding  to be
                  adjudicated  a bankrupt  or  insolvent  or admits in
                  writing  his  inability  to pay  his  debts  as they
                  mature or makes an  assignment  for the  benefit  of
                  creditors,   or  applies  for  or  consents  to  the
                  appointment  of a trustee or receiver for himself or
                  for the major part of his property;

                  (c) A trustee or receiver is appointed for the Maker
                  or for the major part of his properties; or



<PAGE>

                  (d)  Bankruptcy,   reorganization,   arrangement  or
                  insolvency  proceedings,  or other  proceedings  for
                  relief of debtors,  are instituted against the Maker
                  and are not stayed or dismissed  within  ninety (90)
                  days after such institution.

         Upon the  occurrence  of any Event of Default under clauses (b), (c) or
(d), the entire unpaid principal of this Note, together with any unpaid interest
accrued  thereon,  shall become  immediately  due and payable  without notice or
demand.  Upon the occurrence and at any time thereafter  during the continuation
of any other Event of Default,  the Holder may, at Holder's  option,  by written
notice to the Maker,  declare the unpaid  principal of this Note,  together with
any unpaid  interest  accrued  thereon,  to be immediately  due and payable.  In
either  case,  the Holder also may  proceed to protect and enforce the  Holder's
rights by suit in  equity  and/or  by  action  at law,  or by other  appropriate
proceedings,  whether for specific  performance (to the extent permitted by law)
or  otherwise,  or proceed to enforce the payment of this Note or to enforce any
other legal or equitable  right of the Holder  (including,  without  limitation,
under the  Security  Agreement)  and,  in such  event,  the Maker  agrees to pay
reasonable  attorneys'  fees and costs  incurred by the Holder in the collection
hereof.

         All notices and other communications  required or permitted to be given
pursuant to this Note shall be in writing and shall be considered given if given
in the  manner,  and be  deemed  given at  times,  as  follows:  (a) on the date
delivered,  if  personally  delivered;  (b) on the next business day after being
sent by recognized overnight mail service specifying next business day delivery;
or (c) five (5)  business  days  after  mailing,  if  mailed  by  United  States
certified  or  registered  mail,  return  receipt  requested,  in each case with
delivery charges pre-paid and addressed to the following addresses:

                  (a)      If to the Maker:

                           Alan I. Greenstein
                           3738 Gulfstream Way
                           Davie, Florida 33036

                  (b)      If to the Holder:

                           William K. Steiner
                           c/o Steiner-Atlantic Corp.
                           290 N.E. 68th Street
                           Miami, Florida 33138-5567

         The  above-named  persons may designate by notice to each other any new
address  for the  purpose of this Note.  Notice of a change of address  shall be
effective  only when notice  thereof is given and effective in  accordance  with
this paragraph.

         The Maker waives  presentment,  demand,  protest and notice of dishonor
and of any renewal or extension of this Note.

         This Note shall be construed and  interpreted  in  accordance  with the
laws of the State of Florida  (without regard to any conflicts of laws provision
that would defer to the substantive laws of another jurisdiction).



                                        2
<PAGE>

         The Maker  hereby  consents  and agrees that the  Circuit  Court of the
State of Florida for the County of  Miami-Dade  and the United  States  District
Court for the Southern District of Florida each shall have personal jurisdiction
and proper  venue with  respect to any dispute  between the Holder and the Maker
under this Note and the Security  Agreement,  without,  however,  depriving  the
Holder of the right, in the Holder's  discretion,  to commence or participate in
any action, suit or proceeding in any other court having proper jurisdiction and
venue  over the  Maker  relating  to this  Note and the  Security  Agreement  or
otherwise.  In any dispute with the Holder, the Maker will not raise, and hereby
expressly waives, any objection or defense to any such jurisdiction and venue as
an  inconvenient  forum.  Maker  further  agrees  that any action or  proceeding
brought by Maker  against the Holder under this Note or the  Security  Agreement
shall be  brought  only in the  Circuit  Court of the State of  Florida  for the
County of  Miami-Dade  or the  United  States  District  Court for the  Southern
District of Florida.  The Maker hereby waives  personal  service of any summons,
complaint or other process, which may be delivered by any of the means permitted
for notices under this Note.

         No amendment,  modification or waiver of any provision of this Note nor
consent to any departure by the Maker therefrom shall be effective, irrespective
of any course of dealing,  unless the same shall be in writing and signed by the
Holder,  and then such waiver or consent shall be effective only in the specific
instance  and for the  specific  purpose  for which  given.  This Note cannot be
changed or  terminated  orally or by estoppel  or waiver or by any alleged  oral
modification regardless of any claimed partial performance referable thereto.

In any action,  suit or  proceeding  in any  jurisdiction  brought by the Holder
against the Maker,  or vice  versa,  with  respect to this Note or the  Security
Agreement, the Maker and the Holder each waives trial by jury.

         IN WITNESS  WHEREOF,  the Maker has executed this Note the day and year
first above written.

                                            -------------------------------
                                                     Alan I. Greenstein












                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>exhibit-2c.txt
<DESCRIPTION>EXHIBIT 2(C)
<TEXT>
                                                                    EXHIBIT 2(c)


                               SECURITY AGREEMENT

                                                                   July 22, 2004

           In  consideration  of a loan in the principal amount of Seven Hundred
Thirty-Seven  Thousand Five Hundred and 00/xx dollars ($ 737,500.00)  being made
on the date of this  Agreement by William K. Steiner  (together with his estate,
heirs,  personal  representatives  and successors,  "Secured Party"),  currently
residing at the address set forth opposite Secured Party's name on the signature
page hereof,  to Alan I.  Greenstein,  an individual  currently  residing at the
address set forth  opposite the  Borrower's  name on the  signature  page hereof
(together  with his estate,  heirs,  personal  representatives  and  successors,
"Borrower"),  to enable the Borrower to purchase an aggregate of 750,000  shares
of Common  Stock,  par value $.025 per share (the  "Shares"),  of DRYCLEAN  USA,
Inc.,  a Delaware  corporation,  from Secured  Party,  evidenced by that certain
Promissory  Note dated as of the date of this Agreement from Borrower to Secured
Party (the  "Note"),  Borrower  hereby  agrees that Secured Party shall have the
rights, remedies and benefits as follows:

         1. Grant of Security  Interest.  As collateral  security for the prompt
payment,  performance  and observance of the Promissory  Note,  Borrower  hereby
absolutely, unconditionally and irrevocably pledges to Secured Party, and grants
and transfers to Secured Party a lien upon and a security interest in Borrower's
entire right, title and interest in and to, the following: (a) the Shares, which
are being  delivered  by Borrower to Secured  Party  contemporaneously  with the
delivery of this Agreement (and initially evidenced by certificates  numbered as
referenced on Schedule A attached  hereto);  and (b) subject to Section 3 below,
any and all additional or other shares,  securities or other investment property
or financial assets or other consideration  received or receivable in connection
with or in respect of any of the Shares,  whether or not constituting or arising
out of any and all dividends and  distributions  with respect  thereto  (whether
cash,  stock  or  otherwise,  and  whether  ordinary,  special,  liquidating  or
otherwise),   stock   splits,   stock   dividends,    spin-offs,    conversions,
reclassifications,  reorganizations,  mergers,  consolidations,  combinations or
otherwise, and including (without limitation) any and all options,  warrants and
other rights to acquire securities in respect thereof, any and all substitutions
therefor and additions thereto,  and the certificates  evidencing the foregoing;
whether   constituting  an  account,   chattel  paper,   document,   instrument,
certificated or uncertificated  security,  other investment property,  financial
asset, general intangible,  money or otherwise,  and whether held directly, as a
securities entitlement or otherwise, and in each case together with all products
and  proceeds  thereof  (all of the  foregoing,  collectively  being  called the
"Collateral").

         2. Delivery of Collateral.  Borrower shall deliver to Secured Party (or
to such nominee, custodian or escrow agent as Secured Party may specify) any and
all stock  certificates  and other  instruments  evidencing  or  respecting  the
Collateral,  which shall be delivered with this Agreement if currently  existing
or shall be delivered promptly as hereafter received, acquired or created, to be
held in accordance with Agreement.  Stock  certificates  shall be delivered with
corresponding  stock  powers,  duly endorsed in blank with  medallion  signature
guarantees if requested by Secured Party.  Each  certificate  shall be delivered
free and clear of all liens,




<PAGE>

encumbrances  and charges,  except as reflected on the  restrictive  legends set
forth on the stock certificates  related to, and existing upon, the certificates
set forth as Schedule A or otherwise established by Secured Party, and otherwise
must be in form suitable for transfer.  If any of the Collateral has been issued
in  uncertificated  form,  then Borrower shall execute and deliver such notices,
transfer instructions and other documents respecting any Collateral (and Secured
Party's  rights,  powers,  privileges,  remedies  and  interests  in  and to the
Collateral)  as  Secured  Party  from time to time may  request  to effect  such
transfer.  In Secured Party's discretion the foregoing may include,  among other
things,  an  account  control   agreement  in  form  and  substance   reasonably
satisfactory to Secured Party and granting Secured Party exclusive  control over
each applicable  securities  account (and all investment  property and financial
assets therein).  Secured Party is hereby authorized,  at its option and without
obligation  to do so, to  transfer to or register in its name or the name of its
nominee(s),  including any "securities intermediary",  as defined in the Uniform
Commercial  Code  as in  effect  from  time  to time  in the  State  of  Florida
("FLAUCC"),  and any nominee(s) of any of the foregoing,  all or any part of the
Collateral, without notice to Borrower. In the event Secured Party determines to
so transfer or register all or any part of the  Collateral,  Secured Party shall
provide to Borrower copies of all notices and other  communications  received by
Secured Party with respect to the Collateral promptly following receipt thereof.

         3. Rights to Collateral.  (a) So long as no Event of Default shall have
occurred and be continuing (or would occur by virtue thereof) under the Note (an
"Event of Default"),  Borrower shall be entitled to: (i) subject to the terms of
that  certain  Stockholders  Agreement  dated as of the date  hereof  among  the
Borrower,   the  Secured  Party  and  Michael  S.  Steiner  (the  "Stockholders'
Agreement")  exercise  any and all  voting  and  consensual  rights  and  powers
relating or  pertaining to the  Collateral;  and (ii) receive and retain any and
all regular cash dividends  made or payable on or in respect of the  Collateral.
Any such  distributions  received  by the  Borrower  shall be held in trust  for
Secured  Party and shall be delivered to Secured Party within five calendar days
of the Borrower's  receipt  thereof absent the occurrence and  continuance of an
Event of Default and subject to the following sentence. Notwithstanding anything
to the contrary in the  foregoing,  any and all special or  liquidating or other
dividends,  and other  distributions of securities or other assets or properties
made on or in respect of or received in exchange  for  Collateral  (whether as a
result of a  distribution,  redemption,  conversion,  exchange,  stock dividend,
spin-off, subdivision, combination, reclassification,  recapitalization, merger,
consolidation,  dissolution  or  otherwise)  shall  be and  become  part  of the
Collateral,  and,  if  received  by  Borrower,  shall be held in trust for,  and
delivered immediately to, Secured Party (accompanied by appropriate stock powers
or other appropriate assignment documentation) to be held as Collateral pursuant
hereto.

            (b) So long as no  Event  of  Default  shall  have  occurred  and be
continuing,  Secured  Party  shall,  promptly  following  receipt of any request
therefor  from  Borrower,  execute  and  deliver  (or cause to be  executed  and
delivered) to Borrower all such proxies,  powers of attorney,  dividend  orders,
conversion  elections and other  instruments as Borrower  reasonably may request
for the  purpose of  enabling  Borrower  to  exercise  the  voting,  consensual,
conversion and other rights and powers entitled to be exercised by Borrower with
respect to the Collateral.



                                      -2-
<PAGE>

            (c) If any Event of Default shall have  occurred and be  continuing,
without limiting the other rights of Secured Party  hereunder,  Secured Party or
its nominee may, upon notice to Borrower, exercise any or all voting, consensual
and other rights (including,  without limitation,  the right to exercise any and
all rights of conversion, exchange, subscription or any other rights, privileges
or options)  pertaining  to any and all of the  Collateral,  and (whether or not
Secured Party also is electing to exercise any such rights  itself) may prohibit
Borrower from  exercising the same, and shall have the right,  without notice to
Borrower,  to receive and retain as  Collateral  and any and all  dividends  and
interest payments  (including  regular cash dividends and interest payments) and
distributions  made or payable on or in respect of the  Collateral as if Secured
Party were the absolute owner thereof.

         4.  Representations  and Warranties.  Borrower  represents and warrants
that the following  are true and correct on the date of this  Agreement and that
at all times while amounts under the Note are  outstanding the following will be
true and correct:  (a) all Collateral (i) is and will be owned  beneficially and
(except as  provided in Section 2) of record  solely by  Borrower  with good and
marketable  title thereto,  (ii) is and will be owned by Borrower free and clear
of any and all liens, charges, security interests or encumbrances (collectively,
a "Lien") other than the Lien granted  hereunder,  and (iii) is and will be free
from any  restriction  with  respect  to (A) its pledge to  Secured  Party,  (B)
subject to compliance with applicable  securities laws, its  transferability  by
Borrower (or by Secured  Party as pledgee) and (C) subject to the  Stockholders'
Agreement,  the right of Borrower (or Secured Party,  as and if permitted  under
this  Agreement) to exercise any and all rights which such  Collateral  may have
from time to time with respect to voting, consents, dividends and conversion and
any right to receive  interest and principal  payments;  and (b) the Shares have
been duly and validly assigned and transferred as Collateral to Secured Party.

         5.  Covenants.  Borrower  covenants  and agrees that  Borrower will not
directly or  indirectly  (other  than  pursuant  to this  Agreement):  (a) make,
create,  incur,  assume  or permit  to exist  any Lien of any  nature  in, to or
against any part of the Collateral; (b) assign, pledge or in any way transfer or
encumber  Borrower's  right to  receive  any  income  or other  distribution  or
proceeds  from any part of the  Collateral;  (c)  other  than the  Stockholders'
Agreement,  enter  into any  shareholders'  agreement,  voting  trust or similar
agreement or arrangement,  or any amendment  thereto or waiver  thereof,  or any
other   restriction   or  limitation  in  any  way   respecting   assignability,
transferability or any voting,  dividend,  distribution or other ownership right
with respect to any of the  Collateral  unless  Secured Party is a signing party
thereto;  or (d)  offer  or agree to do or cause  or  assist  the  inception  or
continuation of any of the foregoing.

         6. Further  Assurances;  Power of  Attorney.  On the request of Secured
Party,  Borrower shall execute and deliver or cause to be executed and delivered
to Secured Party such documents and instruments respecting the Collateral as may
be necessary or desirable  for Secured  Party to evidence,  confirm,  perfect or
protect its  interests in the  Collateral  and to enforce its rights  hereunder.
Secured  Party is authorized  to file without  Borrower's  signature one or more
financing, modification and continuation statements regarding the Collateral, to
sign any such  statement  on behalf of  Borrower  if  Secured  Party  deems such
signature   necessary  or  desirable  under   applicable  law,  and  to  file  a
photographic  or  other   reproduction  of  this  Agreement  or  any  financing,
modification



                                      -3-
<PAGE>

or continuation statement as a financing, modification or continuation statement
in Secured Party's discretion. Secured Party has no liability for any failure to
file or mistake in filing of any such document.  If Borrower fails to satisfy or
perform  any of its  obligations  under  this  Agreement,  Secured  Party in its
discretion may effect such  performance.  Borrower hereby  irrevocably  appoints
Secured  Party,  which  shall have full  power of  substitution,  as  Borrower's
attorney-in-fact and proxy, with full power and authority in the place and stead
of  Borrower  and in the name of  Borrower  or  otherwise,  from time to time in
Secured Party's discretion, after the occurrence of an Event of Default, to take
any action and to execute any instrument  (including,  without  limitation,  any
stock power or other appropriate  instrument of transfer) that Secured Party may
deem necessary or advisable to accomplish the foregoing and the purposes of this
Agreement,  which appointment is coupled with an interest and shall survive,  to
the maximum  extent then  permitted  by law,  Borrower's  death,  incapacity  or
bankruptcy.  Borrower  covenants  and agrees to defend  Secured  Party's  right,
title,  special  property  and first  priority  security  interest in and to the
Collateral  against the claims of any person or entity by timely and  diligently
contesting such claims in good faith by appropriate legal proceedings.

         7.  Reasonable  Care,  Etc.  Secured  Party  shall  be  deemed  to have
exercised  reasonable care in the custody and  preservation of Collateral in its
possession if the Collateral is accorded treatment  substantially  equal to that
which  Secured   Party   accords  its  own   property.   Secured  Party  has  no
responsibility  for (i)  ascertaining  or taking  action with  respect to calls,
exercises of rights or options, conversions, exchanges, redemptions, payments on
maturity (by acceleration or otherwise) tenders or other matters relative to any
Collateral,  whether or not Secured Party has or is deemed to have  knowledge of
such matters or an interest in such matters,  (ii) taking any necessary steps to
preserve  rights  against any parties  with respect to any  Collateral  or (iii)
other  than as  provided  in  Section  2,  notifying  Borrower  as to any matter
pertaining  to the  Collateral  or  pertaining  to any issuer of any  securities
included as Collateral.

         8. Remedies  Upon Default.  (a) If any Event of Default shall occur and
be continuing,  Secured Party shall have all of the rights and remedies provided
to a secured  party by the FLAUCC and other  applicable  laws as in effect  from
time to time.  Borrower agrees that (1) to the maximum extent  permitted by law,
Secured  Party may apply and  retain the  Collateral  (to the extent of its fair
market value (which, if there is no trading market for the Collateral,  shall be
determined in good faith by Secured  Party,  taking into account the most recent
appraisal  of the value of a share of  DRYCLEAN  USA,  Inc.  Common  Stock  that
DRYCLEAN USA, Inc. or Secured Party may have obtained) at the time Secured Party
declares  the  Note to be,  or the  Note  otherwise  becomes,  due and  payable)
(whether at maturity,  by  acceleration or otherwise) and apply such fair market
value  against  amounts due under the Note and (2) Secured  Party may  otherwise
pursue  such  remedies  as are  available  to Secured  Party at law or in equity
including,  without limitation,  under the FLAUCC, without either election being
of remedies  (should it be determined that Secured Party's choice is improper it
may pursue another  remedy.  No notice to Borrower of any action  proposed to be
taken or taken need be given  unless  required by law and not  waivable.  In the
event that notice is necessary, written notice mailed to Borrower at the address
given on the first page hereof (or such other  address as  requested by Borrower
pursuant to notice given under Section 12 and received by Secured Party prior to
its giving such notice to Borrower) at least ten business days prior to the date
of public sale of  Collateral or prior to the date after which a private sale or
any other  disposition of Collateral  will be made shall  constitute



                                      -4-
<PAGE>

reasonable  notice,  but notice given in any other  reasonable  manner or at any
other reasonable time shall be sufficient.  Secured Party may apply the proceeds
of any such sale or  disposition  of  Collateral  (or other  monies  received in
respect of Collateral) to the  satisfaction of its reasonable  attorneys'  fees,
legal expenses and other  reasonable  costs and expenses  incurred in connection
with its retaking,  holding, preparing for sale, and selling of Collateral prior
to applying  same to the payment of amounts under the Note (which may be in such
order as Secured Party may elect). Without precluding any other methods of sale,
the sale of the  Collateral  shall have been made in a  commercially  reasonable
manner if  conducted  in  conformity  with  reasonable  commercial  practices of
disposing of similar collateral, but in any event Secured Party may sell, at its
option,  on such terms as it may choose  without  assuming  any credit  risk and
without any  obligation to advertise.  Secured Party shall not be liable for any
insufficiency  of the proceeds of any sale of any Collateral to satisfy  amounts
under  the  Note in  full,  and  Borrower  shall  remain  liable  for  any  such
deficiency.

            (b)  Secured  Party  shall  have the  right  to sell the  Collateral
hereunder by any commercially reasonable method. Without limiting the generality
of the foregoing,  Borrower  specifically  agrees that the methods  described in
this Section are commercially reasonable methods for the sale of securities held
as Collateral. Borrower recognizes that Secured Party may not be able to, or may
determine  not  to,  effect  an  immediate  public  sale  of any or all of  such
securities  and may elect to sell the  securities  over a period of time  and/or
resort to one or more private sales thereof,  which may result in prices, and be
on other terms,  less  favorable to Borrower than if such sale were  immediately
made in a public sale. If, at the time of sale,  Secured Party  determines  that
there may be a question  as to whether  the  securities  may be sold in a public
market,  Secured Party,  in its sole  discretion at the time of any such sale or
proposed  sale, may restrict the  prospective  bidders or purchasers as to their
number,  nature  and  investment  intention  (including,   among  other  things,
requiring  that  the  persons  making,  or  proposing  to make,  such  purchases
represent  and  agree,  to the  satisfaction  of  Secured  Party,  that they are
"accredited  investors"  under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act") and applicable Securities and Exchange Commission rules and/or
satisfy such additional or other criteria as Secured Party may require, and that
they are purchasing the securities for their own account, for investment and not
with a view toward the distribution or resale of any thereof in violation of the
Securities  Act).  Secured Party may also sell such securities from time to time
in limited quantities over a period of time. Any sale may be made in one lot, as
an entirety or in separate parcels, even if such sale is made at a discount from
the  then  current  market  price  of  the  securities  and  regardless  of  the
availability of paragraph (k) of Rule 144  promulgated  under the Act or another
exemption  from  the  registration  provisions  of  the  Securities  Act  or the
availability  of an  effective  and  current  registration  statement  under the
Securities  Act covering  such actual or proposed  sale.  Secured Party may also
restrict  potential  purchasers  in order not to  jeopardize  its election to be
taxed under the provisions of Subchapter S of the Internal Revenue Code of 1986,
as amended,  and require any purchaser to execute a counterpart or Secured Party
may  purchase  the  Collateral  under any  shareholder's  similar  agreement  or
arrangement  to which  Secured Party and Borrower may then be a party and retain
and apply the proceeds  thereof against amounts due under the Note. Any sale may
be consummated notwithstanding that, after entering into such agreement of sale,
the obligation under the Note may have been fully paid and satisfied.



                                      -5-
<PAGE>

            (c) Secured Party may arrange for the sale of the Collateral, or any
part thereof  (determined in its  discretion),  in one or more public or private
sales, for cash, upon credit or for future delivery, at such price or prices, at
such  time or times  and by  delivering  such  certificates  (without  regard to
Borrower's holding period under the Securities Act or for tax or other purposes,
or as to any actual or relative tax or other basis therein,  or the tax or other
consequences  thereof) as Secured Party shall determine in its sole  discretion.
Secured  Party shall incur no liability in case any proposed sale fails to occur
(due to the failure of such  purchaser  to pay for the  Collateral  so sold,  or
otherwise)  and, in case of any such failure,  Borrower shall not be relieved of
any  obligations  under the Note or hereunder and such  Collateral  may again be
sold under and pursuant to the provisions of this Agreement.

            (d) To the maximum extent permitted by applicable law, Secured Party
may (i) be the purchaser of any or all of the  Collateral so sold, or (ii) apply
and retain the  Collateral  as a partial or full  offset,  at their fair  market
value (as determined  under Section 8(a)) against amounts due under the Note and
the purchase price thereof may be applied as a credit against  amounts due under
the Note, and, in either case, thereafter hold the same,  absolutely,  free from
any right or claim of whatsoever kind.

            (e) Secured  Party shall not be obligated to make or direct any sale
of Collateral  regardless of notice of sale having been given. Secured Party may
postpone,  adjourn or direct the  adjournment of any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale
may,  without further  notice,  be made at the time and place to which it was so
adjourned.  Notwithstanding  anything to the contrary in this  Section,  Secured
Party shall have no duty or obligation to exercise any of the aforesaid  rights,
privileges or options,  and shall not be responsible for any failure to do so or
delay in so doing.

         9. Certain  Acknowledgments  and  Waivers.  Borrower  acknowledges  and
agrees that the rights, powers, privileges, remedies and interests granted to or
conferred upon Secured Party by this Agreement,  the Note and applicable law are
purely  discretionary  and shall not, and shall not be deemed or  construed  to,
impose  upon  Secured  Party  any duty or  other  obligation  (unless  otherwise
expressly so provided in this  Agreement or the Note) to (a) sell,  foreclose or
otherwise  realize upon any Collateral,  (b) protect or preserve any Collateral,
(c) perform or satisfy any obligation  under or respecting any Collateral or any
person or entity,  (d) mitigate or otherwise reduce any damage or other loss, or
(e) otherwise exercise or enforce any such right,  power,  privilege,  remedy or
interest. Any sale, foreclosure or other realization upon any Collateral, or any
other  exercise or enforcement of any such right,  power,  privilege,  remedy or
interest,  if  undertaken by Secured  Party in its  discretion,  may be delayed,
discontinued  or otherwise  not pursued or exhausted  for any reason  whatsoever
(whether  intentionally  or otherwise).  Without  limiting the generality of the
foregoing,  to the extent waiver is not limited under  applicable law,  Borrower
hereby  expressly  waives  each and every  claim or  defense,  and  agrees  that
Borrower will not assert or pursue (by action, suit,  counterclaim or otherwise)
any claim or defense,  respecting  (i) any  settlement  or  compromise  with any
obligor or other third party under any  account  receivable,  note,  instrument,
agreement,   document  or  general   intangible   included  in  the  Collateral,
irrespective  of any reduction in the  potential  proceeds  therefrom,  (ii) the
selection or order of disposition  of any Collateral  (which may be at random or
in any order  Secured  Party may  select in its sole and  absolute  discretion),
(iii) the  private  sale of any  Collateral,  whether or



                                      -6-
<PAGE>

not any public market exists,  (iv) the  application and retention of Collateral
as a partial or full  offset,  at their fair market value (as  determined  under
Section  8(a)) against  amounts due under the Note,  (v) the choice or timing of
any sale date as to any  Collateral  (which Secured Party may select in its sole
and absolute discretion), irrespective of whether greater sale proceeds would be
realizable on a different sale date,  (vi) the adequacy of the sale price of any
Collateral,  (vii) any  insufficiency  of any such proceeds to fully satisfy the
Borrower's  obligations under the Note, (viii) any sale of any Collateral to the
first  person  to  receive  an offer or make a bid,  (ix) the  selection  of any
purchaser  of any  Collateral,  or (ix)  any  default  by any  purchaser  of any
Collateral.  To the maximum extent permitted by applicable law,  Borrower hereby
expressly  waives the  applicability  of any and all applicable laws that are or
may be in conflict with the terms and  provisions of this Agreement and the Note
now or at any time in the  future  to the  extent  waiver is not  limited  under
applicable law, including (without limitation) those pertaining to notice (other
than notices required by this Agreement or the Note, appraisal, valuation, stay,
extension, moratorium, marshaling of assets, exemption and equity of redemption;
provided,  however,  that the preceding provision is not intended to confer upon
Secured Party any right,  power,  privilege,  remedy or interest not permissible
under  applicable law  notwithstanding  the foregoing  waivers.  Neither Secured
Party nor any of its  representatives  shall incur any  liability in  connection
with any sale of or other action taken  respecting  any Collateral in accordance
with the provisions of this Agreement, the Note or applicable law.

         10.  Release of  Collateral.  Promptly  following  the written  request
therefor from Borrower  following payment in full to Secured Party of the entire
principal  amount,  all  accrued  but  unpaid  interest  and all  other  amounts
outstanding  under the Note and this Agreement,  and Secured Party shall release
from the security  interest  granted  hereunder  and shall return to Borrower or
other party  entitled  thereto  pursuant to any agreement to which  Borrower and
Secured  Party may be a party (and shall  execute  and deliver to  Borrower,  at
Borrower's  expense and without  recourse to Secured  Party,  the  documentation
reasonably  requested by Borrower to effect such release) all of the  Collateral
held hereunder by Secured Party on the date of such request.

         11.  Expenses.  Following  an Event of  Default,  Borrower  will pay to
Secured  Party,  on  demand,  all  reasonable  costs  and  expenses   (including
reasonable  attorneys'  fees and expenses  incurred by Secured Party) related or
incidental  to the care,  holding,  retaking,  preparing  for sale,  selling  or
collection  of or  realization  upon  any  of  the  Collateral  or  relating  or
incidental to the  establishment  or preserving or  enforcement of the rights of
Secured Party hereunder or in respect of any of the Collateral.

         12. Notices. All notices and other communications required or permitted
to be  given  pursuant  to this  Agreement  shall  be in  writing  and  shall be
considered  given if given in the  manner,  and be  deemed  given at  times,  as
follows:  (a) on the date delivered,  if personally  delivered;  (b) on the next
business day after being sent by recognized  overnight  mail service  specifying
next business day  delivery;  or (c) five (5) business  days after  mailing,  if
mailed by United States certified or registered mail, return receipt  requested,
in each case with  delivery  charges  pre-paid and  addressed  to the  following
addresses:



                                      -7-
<PAGE>



                (a)        If to Borrower:

                           Alan I. Greenstein
                           3738 Gulfstream Way
                           Davie, Florida 33026

                (b)        If to Secured Party:

                           Michael S. Steiner
                           290 N.E. 68th Street
                           Miami, Florida 33138

                  The above-named  persons may designate by notice to each other
any new address for the purpose of this Security  Agreement.  Notice of a change
of address shall be effective only when notice thereof is given and effective in
accordance with this paragraph.

         13. Governing Law. This Agreement shall be governed by and construed in
accordance  with  the  laws of the  State  of  Florida  (without  regard  to any
conflicts of laws provision that would defer to the substantive  laws of another
jurisdiction).

         14. Consent to Jurisdiction; Venue. Borrower hereby consents and agrees
that the Circuit Court of the State of Florida for the County of Miami-Dade  and
the United States District Court for the Southern District of Florida each shall
have personal  jurisdiction and proper venue with respect to any dispute between
the Lender  and  Borrower  under  this  Security  Agreement,  without,  however,
depriving the Lender of the right,  in the Lender's  discretion,  to commence or
participate  in any action,  suit or proceeding in any other court having proper
jurisdiction  and venue over  Borrower  relating to this  Security  Agreement or
otherwise.  In any dispute with the Lender,  Borrower will not raise, and hereby
expressly waives, any objection or defense to any such jurisdiction and venue as
an  inconvenient  forum.  Borrower  further agrees that any action or proceeding
brought by Borrower  against the Lender under this Security  Agreement  shall be
brought  only in the  Circuit  Court of the State of  Florida  for the County of
Miami-Dade  or the United  States  District  Court for the Southern  District of
Florida.

         15.  Amendments,  Etc. No amendment or waiver of any  provision of this
Agreement,  nor  consent  to any  departure  herefrom,  shall  in any  event  be
effective  unless  the same  shall be in  writing  and signed by the party to be
charged (in the case of an amendment,  by both parties), and then such waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given.

         16.  Severability.  The provisions of this Agreement are intended to be
severable.  If for any reason any  provisions  of this  Agreement  shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction,  be ineffective to the extent of such invalidity
or   unenforceability   without  in  any  manner   affecting   the  validity  or
enforceability  thereof in any other  jurisdiction  or the remaining  provisions
hereof in any jurisdiction.



                                      -8-
<PAGE>

         17. Successors and Assigns. This Agreement shall be binding on Borrower
and  Borrower's  estate,  heirs,  legal  representatives,   successors  and  any
permitted  assigns and shall  inure to the benefit of Secured  Party and Secured
Party's estate,  heirs, legal  representatives,  successors and assigns,  except
that Borrower may not delegate any obligations hereunder. This Agreement may not
be assigned by the Borrower.  Secured Party may assign this  Agreement  (and may
assign and/or deliver to any such assignee any of the Collateral)  and/or any of
its rights and powers  hereunder,  with all or any of the Note and, in the event
of such  assignment,  the assignee shall have the same rights and remedies as if
originally  named herein or therein in the place of Secured  Party,  and Secured
Party shall be thereafter fully discharged from all responsibility  with respect
to such agreements and any such Collateral assigned and/or delivered.

         18. Section  Headings.  The section and other  headings  herein are for
convenience   of  reference   only,   and  shall  not  affect  in  any  way  the
interpretation of any of the provisions hereof.  References in this Agreement to
sections or schedules are to those of this Agreement, unless otherwise stated.

         19. Jury Trial Waiver.  Borrower  waives any right Borrower may have to
jury trial.

BORROWER:                                         Residence Address of Borrower:

                                                         3738 Gulfstream Way
                                                 -------------------------------

- ---------------------------                              Davie, Florida 33026
Alan I. Greenstein                               -------------------------------


AGREED AND ACCEPTED:

SECURED PARTY

                                              Business Address of Secured Party

                                                     290 N. E. 68th Street
                                            ------------------------------------

- ---------------------------                          Miami, Florida 33138
William K. Steiner                          ------------------------------------



                                      -9-

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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